GOME Retail Holdings Limited announced that shareholders passed a special resolution at the annual general meeting on 17 June 2026 to approve a comprehensive set of amended and restated Bye-Laws.

Key highlights of the new Bye-Laws include:

1. Modernized Meeting Framework • Introduces explicit provisions for physical, hybrid and fully virtual general meetings, allowing attendance and voting via electronic facilities. • Sets a standard quorum of two members and permits electronic proxies, online voting and real-time Q&A. • Grants the Board authority to postpone or convert meeting formats when warranted by operational or weather-related disruptions.

2. Enhanced Electronic Communication • Authorizes delivery of corporate communications, dividend instructions and proxy submissions by electronic means. • Enables publication of notices and financial documents on the company’s or the Hong Kong Stock Exchange’s website, reducing reliance on physical mail.

3. Alignment with Hong Kong’s Uncertificated Securities Regime • Integrates the Securities and Futures Ordinance and the Uncertificated Securities Market (USM) Rules, paving the way for electronic share registration and settlement through approved systems such as the HKEX’s CCASS and the forthcoming UNSRT platform. • Confirms that unissued shares may be held and transferred in uncertificated form without physical certificates.

4. Updated Capital Provisions • Confirms authorised share capital of HK$5.00 billion, divided into 200 billion ordinary shares of HK$0.025 each. • Affirms the Board’s power, subject to Listing Rules, to repurchase shares and hold them as treasury stock, and to provide financial assistance for share buy-backs. • Permits the creation of different share classes and the issue of warrants, options or convertible securities with shareholder approval.

5. Streamlined Corporate Actions • Establishes a “Subscription Right Reserve” to simplify capitalisation when warrant exercise prices fall below par value. • Introduces procedures for the sale of shares belonging to untraceable members after 12 years, with proceeds retained for claimants.

6. Strengthened Governance and Indemnities • Clarifies directors’ voting restrictions on connected transactions and introduces updated definitions of “Close Associate” consistent with Hong Kong Listing Rules. • Provides indemnities for directors, officers and trustees against liabilities incurred in good faith, and permits the company to maintain directors’ and officers’ insurance.

7. Resident Representative Requirement • Since the company is incorporated in Bermuda and listed in Hong Kong, the Bye-Laws mandate appointment of a Bermuda-resident representative to ensure compliance with local filings and record-keeping.

The revised Bye-Laws replace the previous version in its entirety and take immediate effect. GOME Retail stated that the amendments are designed to enhance operational flexibility, support digital corporate actions and align the company’s constitutional documents with Hong Kong’s latest regulatory environment.